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Huron Consulting Group Announces Private Offering of $225 Million of Convertible Senior Notes Due 2019

CHICAGO --(Business Wire)--

Huron Consulting Group Inc. (NASDAQ: HURN), a leading provider of
business consulting services, today announced that it intends to offer,
subject to market conditions and other factors, $225 million aggregate
principal amount of convertible senior notes due 2019 (the "Convertible
Notes") in a private offering to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). The Company expects to grant an option to the initial
purchasers to purchase, within a period of 13 days beginning on, and
including, the date the Convertible Notes are first issued, up to an
additional $25 million aggregate principal amount of Convertible Notes.

The Convertible Notes are expected to pay interest semiannually and will
be convertible into cash, shares of the Company's common stock or a
combination thereof, at the Company's election, based on a conversion
rate to be determined. The Convertible Notes will mature on October 1,
2019, unless earlier repurchased or converted in accordance with their
terms prior to such date. Prior to July 1, 2019, the Convertible Notes
will be convertible only upon the occurrence of certain events and
during certain periods, and thereafter, at any time prior to the close
of business on the second scheduled trading day immediately preceding
the maturity date. The interest rate, conversion rate and certain other
terms of the Convertible Notes will be determined at the time of pricing
of the offering.

In connection with the pricing of the Convertible Notes, the Company
intends to enter into one or more privately negotiated convertible note
hedge transactions with one or more of the initial purchasers or their
respective affiliates (in this capacity, the "hedge counterparties").
The convertible note hedge transactions will cover, subject to customary
anti-dilution adjustments, the number of shares of common stock that
will initially underlie the Convertible Notes sold in the offering. The
Company also intends to enter into one or more separate, privately
negotiated warrant transactions with the hedge counterparties relating
to the same number of shares of the Company's common stock, subject to
customary anti-dilution adjustments. The warrants evidenced by the
warrant transactions will be settled on a net-share basis.

The convertible note hedge transactions are intended to generally reduce
the potential dilution with respect to the Company's common stock and/or
offset any potential cash payments the Company is required to make in
excess of the principal amount of converted notes, as the case may be,
upon any conversion of the Convertible Notes in the event that the price
per share of the Company's common stock is greater than the strike price
of the convertible note hedge transactions. The warrant transactions
could separately have a dilutive effect with respect to the Company's
common stock to the extent that the price per share of the Company's
common stock exceeds the strike price of the warrants evidenced by the
warrant transactions.

If the initial purchasers exercise their option to purchase additional
notes, the Company intends to enter into additional convertible note
hedge transactions and additional warrant transactions with the hedge
counterparties, which will initially cover, subject to customary
anti-dilution adjustments, the number of shares of the Company's common
stock that will initially underle the additional notes sold to the
initial purchasers.

The Company intends to use:

a portion of the net proceeds of the offering to fund the cost of
entering into the convertible note hedge transactions (after such cost
is partially offset by the proceeds that it receives from entering
into the warrant transactions);

up to $25 million of the net proceeds of the offering to repurchase
shares of the Company's common stock concurrently with the offering;
and

the remainder of the net proceeds of the offering for working capital
and general corporate purposes.

The Company may also use a portion of the net proceeds to acquire
businesses through one or more acquisitions or other strategic
transactions. However, the Company has no current commitments or
obligations with respect to any acquisitions or other strategic
transactions.

If the initial purchasers exercise their option to purchase additional
notes, the Company intends to use a portion of the additional net
proceeds to fund the cost of entering into additional convertible note
hedge transactions with the hedge counterparties (which cost will be
partially offset by the proceeds that it expects to receive from
entering into additional warrant transactions). The remainder of
additional net proceeds will be used for working capital, acquisitions,
and general corporate purposes.

The Company has been advised by the hedge counterparties that in
connection with establishing their initial hedge position with respect
to the convertible note hedge transactions and warrant transactions, the
hedge counterparties and/or their respective affiliates expect to enter
into various derivative transactions with respect to the Company's
common stock and/or purchase shares of the Company's common stock in
privately negotiated transactions and/or open market transactions
concurrently with, or shortly after, the pricing of the Convertible
Notes. This activity could increase (or reduce the size of any decrease
in) the market price of the Company's common stock or the Convertible
Notes at that time.

The Company has also been advised by the hedge counterparties that the
hedge counterparties or their respective affiliates are likely to modify
their hedge positions by entering into or unwinding various derivative
transactions with respect to the Company's common stock and/or
purchasing or selling the Company's common stock or other of the
Company's securities or instruments, including the Convertible Notes in
secondary market transactions following the pricing of the Convertible
Notes and prior to the maturity of the Convertible Notes.

This press release is neither an offer to sell nor a solicitation of an
offer to buy the Convertible Notes or any shares of common stock
issuable upon conversion of the Convertible Notes, nor shall there be
any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.

The offer and sale of the Convertible Notes and any common stock
issuable upon conversion of the Convertible Notes have not been
registered under the Securities Act, or the securities laws of any other
jurisdiction, and the Convertible Notes and any such shares may not be
offered or sold in the United States, or to U.S. persons, absent
registration or an applicable exemption from registration requirements.
The offering is being made to qualified institutional buyers pursuant to
Rule 144A under the Securities Act.

The convertible note hedge transactions and warrant transactions have
not been and will not be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold
in the United States without registration or an applicable exemption
from registration requirements.

About Huron Consulting Group

Huron Consulting Group helps clients in diverse industries improve
performance, transform the enterprise, reduce costs, leverage
technology, process and review large amounts of complex data, address
regulatory changes, recover from distress and stimulate growth. Our
professionals employ their expertise in finance, operations, strategy
and technology to provide our clients with specialized analyses and
customized advice and solutions that are tailored to address each
client's particular challenges and opportunities to deliver sustainable
and measurable results. The Company provides consulting services to a
wide variety of both financially sound and distressed organizations,
including healthcare organizations, leading academic institutions,
Fortune 500 companies, governmental entities and law firms. Huron has
worked with more than 425 health systems, hospitals, and academic
medical centers; more than 400 corporate general counsel; and more than
350 universities and research institutions.

Statements in this press release that are not historical in nature,
including those concerning the Company's current expectations about its
future requirements and needs, are "forward-looking" statements as
defined in Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are identified by words
such as "may," "should," "expects," "provides," "anticipates,"
"assumes," "can," "will," "meets," "could," "likely," "intends,"
"might," "predicts," "seeks," "would," "believes," "estimates," "plans"
or "continues." These forward-looking statements reflect our current
expectations about our future requirements and needs, results, levels of
activity, performance, or achievements, including, without limitation,
current expectations with respect to, among other factors, utilization
rates, billing rates, and the number of revenue-generating
professionals; that we are able to expand our service offerings; that we
successfully integrate the businesses we acquire; and that existing
market conditions continue to trend upward. These statements involve
known and unknown risks, uncertainties and other factors, including,
among others, those described under "Item 1A. Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2013, that
may cause actual results, levels of activity, performance or
achievements to be materially different from any anticipated results,
levels of activity, performance or achievements expressed or implied by
these forward-looking statements. We disclaim any obligation to update
or revise any forward-looking statements as a result of new information
or future events, or for any other reason.